China Construction Bank Corporation released an update to the Terms of Reference for the Nomination and Remuneration Committee of its Board of Directors. The announcement states that the revised document, known as the 2025 version, is formulated in accordance with applicable laws and regulations, including the Company Law of the People’s Republic of China, the Law of the People’s Republic of China on Commercial Banks, and the Corporate Governance Rules for Banking and Insurance Institutions.

According to the announcement, the Nomination and Remuneration Committee will consist of at least five directors, with independent directors constituting the majority. Its chairman must be an independent director, officially appointed with more than half of the members’ approval and then reported to the Board of Directors for approval.

The revised document outlines specific duties and powers for the committee, including organizing standards and procedures for electing directors and senior management, selecting and reviewing candidates, making recommendations on nominations and dismissals, proposing appointments to other Board committees, and overseeing directors’ and executives’ performance evaluation plans and remuneration policies. The committee will also supervise the implementation of relevant policies, regularly evaluate remuneration distribution, and review at least once a year the structure and composition of the Board of Directors.

The updated Terms of Reference stipulate that the committee should hold at least four meetings annually. Resolutions require majority approval of all members, with a withdrawal system in place if a committee member has an interest in or relationship to the person or topic under discussion. Directors, senior management, or other relevant personnel may be invited to participate in specific meetings, and external advisors may be engaged when necessary.

The resolution process of the committee includes comprehensive discussion of each agenda item and the creation of meeting minutes. Confidentiality obligations are imposed on attendees, and serious breaches of confidentiality may entail legal liabilities. If any provision of the Terms of Reference conflicts with newly implemented laws or regulatory requirements, such laws and regulations will prevail. The final revised document awaits any necessary amendments or interpretations by the Board of Directors.